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Exhibit 10.15  



	 	 	Service Agreement
	

 	
 	

(1)    JAMDAT Mobile (UK) Ltd.;

(2)    JAMDAT Mobile Inc.; and

(3)    Juan Montes
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 
	

 	
 	

Dated as of 22 May 2003
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 
	

 	
 	
Osborne Clarke
	

 	
 	
Bristol Office


 2 Temple Back East, Temple Quay, Bristol BS1 6EG

Telephone 0117 917 3000 Facsimile 0117 917 3005


 London Office



Hillgate House, 26 Old Bailey, London EC4M 7HW

Telephone 020 7809 1000 Facsimile 020 7809 1005


 Thames Valley Office



Apex Plaza, Forbury Road, Reading RG1 1AX

Telephone 0118 925 2000 Facsimile 0118 925 0038


 Web site: www.osborneclarke.com











 
 
 

Contents    
    



	1.	 	Definitions and interpretation	 	1
	2.	 	Appointment	 	5
	3.	 	Term	 	5
	4.	 	Duties of the Executive	 	5
	5.	 	Hours of work	 	6
	6.	 	Principal place of work	 	6
	7.	 	Salary and Bonus	 	6
	8.	 	Expenses	 	7
	9.	 	Benefits	 	7
	10.	 	Holidays	 	7
	11.	 	Sickness or injury	 	8
	12.	 	Termination of and suspension from Employment	 	9
	13.	 	Obligations during Employment	 	11
	14.	 	Obligations after Employment	 	13
	15.	 	Disciplinary and Grievance procedure	 	14
	16.	 	Collective Agreements	 	14
	17.	 	Deductions	 	14
	18.	 	Entire Agreement	 	14
	19.	 	Third Parties	 	14
	20.	 	Data Protection	 	15
	21.	 	Releases and waivers.	 	15
	22.	 	Notices	 	15
	23.	 	Governing law and jurisdiction	 	15




i









   This Agreement is made as of the 22nd day of May, 2003 


Between:  


	(1)
	JAMDAT Mobile (UK) Ltd., whose registered office is at 25 Vicarage Hill, Farnham, Surrey GU9 8HL England
("the Company");



	(2)
	JAMDAT Mobile Inc., whose registered office is at 3415 S. Sepulveda Boulevard,
Suite 500, Los Angeles, CA 90034 ("the Parent"); and



	(3)
	Juan Montes of 25 Vicarage Hill, Farnham, Surrey GU9 8HL England ("the Executive"). 



It is agreed as follows: 


	1.
	Definitions and interpretation



	1.1
	In
this Agreement, unless the context otherwise requires, the following expressions have the following meanings: 






	 	 	"Agreement"	 	this Agreement (including any schedule or annexure to it and any document referred to in it or in agreed form);
	

 	
 	

"Board"	
 	

the board of directors of the Company from time to time and includes any committee of the Board duly appointed by it;
	

 	
 	

"Businesses"	
 	

Publishing of wireless entertainment and any trade or other commercial activity which is carried on by the Company or any Group Company, or which the Company or any Group Company shall have determined to carry on with a view to profit in the
immediate or foreseeable future;
	

 	
 	

"CEO"	
 	

any person holding office as chief executive officer of the Parent from time to time;
	

 	
 	

"Company Invention"	
 	

any improvement, invention or discovery made by the Executive which in accordance with Section 39, Patents Act 1977 is the property of the Company;
	 	 	 	 	 	 	 	 	 





1







 

	

 	
 	

"Confidential Information"	
 	

any trade secrets or other information which is confidential, commercially sensitive and is not in the public domain relating or belonging to the Company or any Group Company including but not limited to information relating to the business methods,
corporate plans, management systems, finances, new business opportunities, research and development projects, marketing or sales of any past, present or future product or service, secret formulae, processes, inventions, designs, know-how discoveries,
technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Company or any Group Company, lists or details of clients, potential clients or suppliers
or the arrangements made with any client or supplier and any information in respect of which the Company or any Group Company owes an obligation of confidentiality to any third party;
	

 	
 	

"Customer"	
 	

any person:
	

 	
 	

 	
 	

(a)	
 	

with whom or which the Executive has dealt or of whom or of which he has knowledge by virtue of his Duties in the 6 months preceding the Termination Date; and
	

 	
 	

 	
 	

(b)	
 	

either:
	

 	
 	

 	
 	

 	
 	

(i)	
 	

who or which shall at the Termination Date be negotiating with the Company or any Group Company for the supply of any Restricted Products or Restricted Proposed Products or the provision of any Restricted Services or Restricted Proposed Services;
or
	

 	
 	

 	
 	

 	
 	

(ii)	
 	

to whom or which the Company or any Group Company shall at any time during the period of 6 months prior to the Termination Date have supplied any Restricted Products or Restricted Services;
	

 	
 	

"Duties"	
 	

the duties of the Executive as set out in clause 4;
	

 	
 	

"Employment"	
 	

the period of the Executive's employment under this Agreement which for the purposes of this Agreement shall be deemed to include any period of garden leave imposed under sub-clause 12.6;
	

 	
 	

"Group Companies"	
 	

the Company, its subsidiaries or subsidiary undertakings, any holding company or parent undertaking (including the Parent) and any subsidiary or subsidiary undertaking of any holding company or parent undertaking and "Group
Company" means any of them;
	 	 	 	 	 	 	 	 	 



2







 

	

 	
 	

"Material Interest"	
 	

(a)	
 	

the holding of any position (whether employed or engaged) or provision of services as director, officer, employee, consultant, adviser, partner, principal, agent or volunteer;
	

 	
 	

 	
 	

(b)	
 	

the direct or indirect control or ownership (whether jointly or alone) of any shares (or any voting rights attached to them) or debentures save for the ownership for investment purposes only of not more than 5 per cent of the issued ordinary shares
of any company whose shares are listed on any Recognised Exchange; or
	

 	
 	

 	
 	

(c)	
 	

the direct or indirect provision of any financial assistance;
	

 	
 	

"Recognised Exchange"	
 	

means a Recognised Investment Exchange as defined in Section 285, Financial Services and Markets Act 2000 or any comparable exchange or market;
	

 	
 	

"Restricted Products"	
 	

any products of a kind which have been dealt in, produced, marketed or sold by the Company or any Group Company in the ordinary course of the Businesses at any time during the 12 months preceding the Termination Date and in respect of which or the
marketing of which the Executive's Duties were directly concerned or for which the Executive was responsible during such period or in relation to which the Executive possesses Confidential Information at the Termination Date;
	

 	
 	

"Restricted Proposed Products"	
 	

any products which are, at the Termination Date, proposed to be dealt in, produced, marketed or sold by the Company or any Group Company at any time during the 6 months following the Termination Date and in respect of which or the marketing of which
the Executive's Duties were directly concerned or for which the Executive was responsible during such period or in relation to which the Executive possesses Confidential Information at the Termination Date.
	

 	
 	

"Restricted Proposed Services"	
 	

any services which are, at the Termination Date, proposed to be provided by the Company or any Group Company at any time during the 6 months following the Termination Date and in respect of which or the marketing of which the Executive's Duties were
directly concerned or for which the Executive was responsible during such period or in relation to which the Executive possesses Confidential Information at the Termination Date;
	 	 	 	 	 	 	 	 	 





3







 

	

 	
 	

"Restricted Services"	
 	

any services of a kind which have been provided by the Company or any Group Company in the ordinary course of the Businesses at any time during the 12 months preceding the Termination Date and in respect of which or the marketing of which the
Executive's Duties were directly concerned or for which the Executive was responsible during such period or in relation to which the Executive possesses Confidential Information at the Termination Date;
	

 	
 	

"Restricted Shareholding"	
 	

the direct or indirect control or ownership (whether jointly or alone) of shares in a company which, together with shares held by any person acting in concert with him carry 25% or more of the voting rights of that company;
	

 	
 	

"Restricted Supplies"	
 	

any goods or services supplied to the Company or any Group Company on terms which as to the nature of the supplies and/or the terms of supply are unique to the relationship between the supplier and the relevant Group Company and in respect of which
or the marketing of which the Executive's Duties were directly concerned or for which the Executive was responsible during such period or in relation to which the Executive possesses Confidential Information at the Termination Date;
	

 	
 	

"Supplier"	
 	

any person with whom the Executive has dealt or of whom or of which the Executive has knowledge by virtue of the Duties in the 12 months preceding the Termination Date and who has during that period the period of 12 months preceding the Termination
Date provided Restricted Supplies to the Company or any Group Company; and.
	

 	
 	

"Termination Date"	
 	

the date on which the Employment terminates.




	1.2
	In
this Agreement, unless the context otherwise requires:



	(a)
	words
in the singular include the plural and vice versa and words in one gender include any other gender;



	(b)
	a
reference to a statute or statutory provision includes:



	(i)
	any
subordinate legislation (as defined in Section 21(1), Interpretation Act 1978) made under it; and



	(ii)
	any
statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;






	(c)
	a
reference to:



	(i)
	a
"person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a
separate legal personality);



	(ii)
	clauses
and schedules are to clauses and schedules of this Agreement and references to sub-clauses and paragraphs are references to sub-clauses and paragraphs
of the clause or schedule in which they appear;






	(d)
	the
table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement; and 





4







 



	(e)
	except
where otherwise stated, words and phrases defined in the City Code on Take-overs and Mergers or in the Companies Act 1985 have the same meaning in this Agreement.






	2.
	Appointment



	2.1
	The
Company appoints the Executive and the Executive agrees to serve as the Managing Director of the Company on the terms set out in this Agreement.



	2.2
	The
Executive warrants that the Executive is free to enter into this Agreement and is not bound by, nor subject to any court order, arrangement, obligation, restriction or undertaking
(contractual or otherwise) which prohibits or restricts the Executive from entering into this Agreement or performing the Duties.



	2.3
	Without
prejudice to the generality of sub-clause (b) the Executive warrants that the Executive has not retained anything containing any confidential information of
a prior employer or other third party, whether or not created by the Executive.



	3.
	Term



	3.1
	The
Employment shall commence as of the date hereof and, unless terminated in accordance with clause 12, shall continue until terminated by the Company or the Parent giving to
the Executive not less than three (3) months' prior written notice or by the Executive giving to the Company and the Parent not less than three (3) months' prior written notice.



	3.2
	No
previous employment shall count as part of the Executive's continuous period of employment.



	4.
	Duties of the Executive



	4.1
	The
Executive shall carry out such duties as may attach to the Executive's office or be assigned to or vested in the Executive by the Board from time to time (commensurate with his
position) and exercise the powers consistent with such duties. Such duties to include responsibility for the Company's publishing business in Europe, including, without limitation: carrier
distribution and ongoing carrier management matters; ancillary distribution; handset manufacturer relationships; trade and consumer marketing; and brand/IP licensing.



	4.2
	At
all times during the Employment (subject to any restrictions on the Executive's conduct imposed pursuant to sub-clause 12.6) the Executive shall:



	(a)
	unless
prevented by ill health and except during holidays taken in accordance with this Agreement, devote the whole of the Executive's working time and attention to the Employment;



	(b)
	perform
the Duties faithfully and diligently;



	(c)
	obey
all lawful and reasonable directions of the Board, observe such restrictions or limitations as may from time to time be imposed by the Board upon the Executive's performance of
the Duties and implement and abide by any relevant Company policy which may be promulgated or operated in practice from time to time;



	(d)
	use
best endeavours to promote the interests of the Company and the Group Companies and shall not do or willingly permit to be done anything which is harmful to those interests; and



	(e)
	keep
the CEO fully informed (in writing if so requested) of the Executive's conduct of the business or affairs of the Company and provide such explanations as the CEO may require.






	4.3
	The
Executive shall (without further remuneration and in addition to the Executive's duties to the Company) if and for so long as the Company requires during the Employment:



	(a)
	carry
out any duties assigned to the Executive in relation to any Group Company; and 





5







 



	(b)
	act
as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company; 





in
each case as if they were to be performed or held by the Executive for or in relation to the Company. 




	5.
	Hours of work



	5.1
	The
Executive shall work such hours as may be necessary for the proper discharge of the Duties. The Executive shall not be entitled to receive any additional remuneration for work
outside normal business hours. The Executive agrees that the Employment falls within Regulation 20 of the Working Time Regulations 1998.



	5.2
	The
Executive acknowledges that he may be required to work in excess of an average of 48 hours in any one period of 7 calendar days if so requested by the Company and consents
to do so. The Executive may withdraw such consent by giving not less than 3 months' prior notice in writing to the Company of such withdrawal.



	6.
	Principal place of work



	6.1
	The
Executive's principal place of work shall initially be at his home until such time as the Company decides where in the UK to take official premises. Accordingly, the Company
reserves the right to change the Executive's principal place of work to any other location within the UK on giving reasonable prior notice to the Executive.



	6.2
	If
the Company changes the Executive's principal place of work such that the Executive is not, in the opinion of the Board, reasonably able to commute from the Executive's principal
residence, the Company shall give the Executive such financial assistance in relation to the relocation of the Executive's residence as it shall in its absolute discretion deem fair and reasonable in
the circumstances.



	6.3
	The
Executive shall travel to and work on a temporary basis from such locations within the UK and abroad (including the USA and Europe) as the Board may reasonably require for the
performance of his Duties.



	6.4
	There
is no current requirement, as at the date of this Agreement, for the Executive to work outside the United Kingdom for any consecutive period of one month or more.



	7.
	Salary; Options and Bonus



	7.1
	During
the Employment the Company shall pay to the Executive a basic salary at the rate of £125,000 per annum. The basic salary shall accrue from day to day, and be
payable by equal monthly instalments in arrears on or about the last business day of each month.



	7.2
	The
Executive's basic salary shall be reviewed annually by the Company on the anniversary of the Agreement. Any increase in the Executive's basic salary consequent upon such review
will be effective from the effective date specified by CEO.



	7.3
	During
the Employment the Company shall pay to the Executive an automobile allowance at the rate of £10,000 per annum. The automobile allowance shall accrue from day to
day, and be payable by equal monthly instalments in arrears on or about the last business day of each month.



	7.4
	The
Executive shall be granted options to purchase 100,000 shares of restricted common stock of the Parent in accordance with the terms and conditions of the Enterprise Management
Incentive Stock Option Agreement dated of even date herewith by and between the Executive and the Parent, a copy of which is annexed hereto as  Exhibit A. 


6







 
	7.5
	The
Executive will be eligible to participate in an annual cash bonus plan (the "Bonus Plan") the terms and conditions of which shall be established by the Company in writing for each
applicable year.



	7.6
	The
Executive will be entitled to participate in a sale bonus plan in accordance with the terms of a separate Sale Bonus Agreement dated of even date herewith between and among the
Executive, the Parent and the Company, a copy of which is annexed hereto as Exhibit B.



	8.
	Expenses



	8.1
	The
Company shall reimburse to the Executive all expenses reasonably and properly incurred by the Executive in the performance of the Duties subject to the Company's stated expense
reimbursement policies and the production of such receipts or other evidence of expenditure as the Company may reasonably require.



	8.2
	Any
credit card or charge card supplied to the Executive by the Company shall be used solely for expenses incurred by the Executive in carrying out the Duties. Any such card must be
returned by the Executive to the Company immediately upon the Company's request.



	9.
	Benefits



	9.1
	Pension
scheme



	(a)
	During
the continuance of his employment the Executive will be entitled to pension benefits on terms to be agreed between the Executive and the Company.



	(b)
	No
contracting-out certificate pursuant to the Pension Schemes Act 1993 is in force in respect of the Employment.






	9.2
	Subject
to sub-clause 12.4(a), the Executive shall be eligible to participate in such of the following insurance schemes as the Company may operate from time to
time, subject always to the rules of the relevant scheme:



	(a)
	permanent
health insurance scheme providing long term disability cover for the Executive;



	(b)
	private
medical expenses insurance scheme providing cover for the Executive; and



	(c)
	death
in service insurance scheme providing life insurance cover equivalent to two (2) times the Executive's basic salary. 






The
Company's insurance schemes shall be instituted by the mutual agreement of the Executive, the Company and the Parent; provided that such schemes
shall in no event be more favourable than the corresponding insurance schemes provided to the senior executives of the Parent, except as required by law. The Company shall pay all premiums in respect
of the schemes and may, in its absolute discretion, withdraw such schemes or vary their terms and details from time to time 



	9.3
	Any
other benefit provided to the Executive shall, unless otherwise agreed in writing, be at the discretion of the Company which may, at any time, withdraw or vary the terms of such
benefit as it sees fit.



	10.
	Holidays



	10.1
	The
Company's holiday year runs from 1 January to 31 December.



	10.2
	In
addition to public or bank holidays, the Executive is entitled to 20 working days' paid holiday ("Working Days Holiday") in each holiday year, to be taken at such time or times as
are agreed with the CEO. 


7







 
	10.3
	The
Executive may not, without the consent of the CEO carry forward any unused part of the Working Days Holiday entitlement to a subsequent holiday year. Except on termination of
employment, no payment will be made in lieu of any unused Working Days Holiday entitlement.



	10.4
	For
the holiday year during which the Employment commences or terminates, the Executive's entitlement to Working Days Holiday accrues on a pro rata basis for each complete month of
the Employment during that holiday year.



	10.5
	On
termination of the Employment the Executive shall be entitled to pay in lieu of any outstanding Working Days Holiday entitlement and shall be required to repay to the Company any
salary received for Working Days Holiday taken in excess of his actual entitlement. The basis for calculating the payment and repayment shall be 1/260 of the Executive's annual basic salary excluding
bonus for each day. For the purposes of the calculation of the payment and repayment the amount of the Executive's outstanding or overtaken Working Days Holiday entitlement shall be grossed up as
appropriate to the nearest half day to take account of any non working days falling within the Executive's normal working week.



	10.6
	The
Company may require the Executive to take any outstanding accrued Working Days' Holiday during a period of notice of termination of the Employment.



	11.
	Sickness or injury



	11.1
	If
unable to perform the Duties due to sickness or injury the Executive shall report this fact as soon as possible on the first working day of incapacity to the CEO, and provide, so
far as practicable, an expected date of return to work.



	11.2
	To
be eligible for sick pay under sub-clause 11.3, the Executive must supply the Company with such certification of sickness or injury as the Company may require.



	11.3
	If
the Executive shall be absent due to sickness or injury duly certified in accordance with the Company's requirements the Executive shall be paid full basic salary for up to four
(4) weeks' absence in any period of 12 consecutive months and after that, subject to sub-clause 11.4, such remuneration, if any, as the Board shall determine from time to
time.



	11.4
	Any
remuneration paid under sub-clause 11.3 shall be inclusive of any Statutory Sick Pay to which the Executive is entitled or other benefits recoverable by the
Executive (whether or not recovered) which may be deducted from it.



	11.5
	Any
outstanding or prospective entitlement to Company sick pay in accordance with sub-clause 11.3, private medical insurance benefits or permanent health insurance
benefits shall not prevent the Company from exercising its right to terminate the Employment in accordance with sub-clause 12.4 nor shall the Company be liable to compensate the
Executive in respect of any such pay or benefit.



	11.6
	If
at any time during the Employment, in the reasonable opinion of the Board, the Executive is unable to perform all or part of the Duties because of sickness or injury then the
Executive shall, at the request and expense of the Company:



	(a)
	consent
to an examination by a doctor to be selected by the Company and approved by the Executive; and



	(b)
	authorise
this doctor to disclose to and discuss with the Company's medical adviser, or other nominated officer of the Company, the results of or any matter arising out of this
examination.






	11.7
	The
Company shall be entitled to rely on the reasonable opinion of any doctor engaged by the Company to examine the Executive under sub-clause 11.7 as to the
Executive's fitness for work. 


8







 

The
Executive shall not be entitled to attend for work at any time when such doctor considers him to be unfit for work and shall not be entitled to receive any remuneration in excess of any sick pay
to which he remains entitled under sub-clause 11.3 during any such period. 



	12.
	Termination of and Suspension from Employment



	12.1
	Immediate Dismissal



The
Company may by written notice terminate the Employment without notice or pay in lieu of notice if the Executive: 


	(a)
	commits
a material breach of the terms and conditions of this Agreement whether or not amounting to gross misconduct or other conduct which would entitle the Company to terminate the
Employment in accordance with any sub-clause of this clause 12;



	(b)
	repeats
or continues after a written warning any non material breach of the terms and conditions of this agreement, including any failure to carry out the Duties efficiently,
diligently or competently;



	(c)
	commits
any act of gross misconduct or is guilty of any conduct which may in the reasonable opinion of the Board, bring the Company or any Group Company into disrepute or is
calculated or likely prejudicially to affect the interests of the Company or any Group Company, whether or not the conduct occurs during or in the context of the Employment;



	(d)
	is
convicted of any criminal offence punishable with 6 months' or more imprisonment (other than an offence under road traffic legislation in the United Kingdom or elsewhere for
which he is not sentenced to any term of imprisonment whether immediate or suspended);



	(e)
	commits
any act of dishonesty relating to the Company or any Group Company, any of its employees or otherwise;



	(f)
	becomes
prohibited by law from being a director, is removed from office pursuant to the Company's articles of association, unless the removal is caused by sickness or injury or,
except at the request of the Company or pursuant to sub-clause 12.7, resigns as a director;



	(g)
	becomes
of unsound mind or a patient within the meaning of the Mental Health Act 1983 so that in the opinion of the Board he is unable to perform the Duties; or



	(h)
	becomes
bankrupt or makes any arrangement or composition with his creditors generally.






	12.2
	Retirement



The
Employment shall automatically terminate when the Executive reaches the age of 65. 



	12.3
	Suspension



In
order to investigate a complaint against the Executive of misconduct the Company may suspend the Executive on full pay for so long as may be necessary to carry out a proper investigation and hold
any appropriate disciplinary hearing. 



	12.4
	Dismissal due to ill-health
	(a)
	Notwithstanding
sub-clause 11.3 if the Executive is incapable of performing the Duties due to sickness or injury for a period or periods aggregating at least
3 months in any period of 12 months the Company may, by not less than 3 months' prior written notice given at any time whilst such incapacity continues, terminate the Employment.



	(b)
	Upon
termination of the Employment under this sub-clause the Executive shall cease to be entitled to any payment under sub-clause 11.3 or any other
provision of this Agreement.






	12.5
	Pay in lieu


9







 

On
serving notice for any reason to terminate the Employment or at any time during the currency of the notice the Company may elect (but shall not be obliged) to terminate the Employment with
immediate effect by notifying the Executive in writing that the Employment is being terminated pursuant to this clause and undertaking to pay to the Executive a sum equivalent to the Executive's basic
salary for the unexpired portion of the Executive's contractual notice entitlement. The Company will pay the salary due and payable under this sub-clause (subject to deduction of tax and
national insurance contributions at source). 



	
12.6
	Garden Leave



	(a)
	After
notice to terminate the Employment has been given by the Executive or the Company, the Board may for all or part of the duration of the notice period in its absolute discretion
require the Executive:



	(i)
	to
perform only such duties (including without limitation research projects) as it may allocate to the Executive;



	(ii)
	not
to perform any of the Duties;



	(iii)
	not
to have any contact (other than social contact) with clients of the Company or any Group Company;



	(iv)
	not
to have any contact with such employees or suppliers of the Company or any Group Company as the Board shall determine;



	(v)
	to
disclose to the Board any attempted contact (other than social contact) with him made by any client, employee or supplier with whom the Executive has been required to have no
contact pursuant to this sub-clause;



	(vi)
	to
take any accrued holiday entitlement;



	(vii)
	not
to enter any premises of the Company or any Group Company nor to visit the premises of any of the Company's or any Group Company's suppliers or customers; 









provided
always that throughout the period of any such action and subject to the other provisions of this Agreement the Executive's salary and contractual benefits shall not cease to accrue or be
paid. 


	(b)
	The
Executive acknowledges that such action taken on the part of the Company shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive have any
claim against the Company in respect of any such action.



	(c)
	During
any period of garden leave imposed pursuant to this clause 12.6 the Executive shall owe a duty of the utmost good faith to the Company and any Group Company and must not
work for any other person or on his own account and shall remain readily contactable and available to work for the Company or any Group Company. Should the Executive work for any other person or on
his own account or fail to be available for work at any time having been requested by the Company to do so, the Executive's right to salary and contractual benefits in respect of such period of
non-availability shall be forfeit notwithstanding any other provision of this Agreement.






	12.7
	Effect of Termination



	(a)
	On
the Termination Date or (if earlier) at any time after notice is given by the Company or the Executive to terminate the Employment, the Executive shall, at the request of the
Board:



	(i)
	resign
(without prejudice to any claims which he may have against the Company or any Group Company arising out of the Employment or its termination) from all and any 








10







 



offices
which he may hold as a director of the Company or any Group Company and from all other appointments or offices which he holds as nominee or representative of the Company or any Group Company;
and 



	(ii)
	transfer
without payment to the Company or as the Company may direct any shares held by him for the purposes only of fulfilling any requirement in the Company's articles of
association that a director holds shares in the Company and any shares in the Company held by him on trust for the Company or any Group Company.






	(b)
	If
the Executive should fail to comply with any obligation under sub-clause (a) within 7 days of the Company's request, the Company is irrevocably authorised
to appoint some person in his name and on his behalf to sign any documents or do any things necessary or requisite to effect such resignation(s) and/or transfer(s).






	13.
	Obligations during Employment



	13.1
	Inventions



	(a)
	The
Executive shall promptly disclose to the Company and the Parent full details including, without limitation, any and all computer programs, photographs, plans, records, drawings
and models, of any know-how, technique, process, improvement, invention or discovery (whether patentable or not) which the Executive (whether alone or with any other person) makes,
conceives, creates, develops, writes, devises or acquires at any time during the Employment which relates directly or indirectly, to the Businesses; and/or



	(b)
	matters
outside the businesses.



	(c)
	Irrespective
of whether it has been disclosed to the Company or the Parent if the know-how, technique, process, improvement, invention or discovery described in
sub-clause (a) above is a Company Invention, the Executive shall (to the extent that it does not automatically vest in the Company by operation of law) hold it in trust for the
Company and, at the request and expense of the Company, do all things necessary or desirable (including entering into any agreement that the Company reasonably requires) to enable the Company or its
nominee to obtain for itself the full benefit of and to secure patent or other appropriate forms of protection for the Company Invention throughout the world.



	(d)
	If
the know-how, technique, process, improvement, invention or discovery is not a Company Invention, the Company shall subject to sub-clause 13.5 treat
all information disclosed to it by the Executive as confidential property of the Executive until such time as it enters the public domain, other than by a breach of this Agreement.



	(e)
	The
patenting and exploitation of any Company Invention shall be at the sole discretion of the Company.






	13.2
	Copyright etc



	(a)
	The
Executive shall promptly disclose to the Company and the Parent all works including, without limitation, all copyright works or designs originated, conceived, developed, written
or made by the Executive alone or with others during the Employment which relates, or could relate, to the Businesses and shall (to the extent that they do not automatically vest in the Company by
operation of law) hold them in trust for the Company until such rights have been fully and absolutely vested in the Company.



	(b)
	The
Executive assigns to the Company by way of present and future assignment (to the extent not already vested in the Company by operation of law) all copyright, design rights and
other proprietary rights (if any) for their full terms throughout the world in respect of all copyright 





11







 


works
and designs originated, conceived, written, developed or made by the Executive alone or with others during the Employment which relate, or could relate, to the Businesses. 



	(c)
	The
Executive irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred on the Executive by Chapter IV, Part I, Copyright Designs and
Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world for any work the rights in which are vested in the Company whether by
sub-clause (b) or otherwise.



	(d)
	The
Executive shall, at the request and expense of the Company, do all things necessary or desirable (including entering into any agreement that the Company reasonably requires to
vest the rights referred to in this clause in the Company) to substantiate the rights of the Company under sub-clauses (b) and (c).






	13.3
	Power of Attorney



The
Executive irrevocably appoints the Company as his attorney in his name and on his behalf to execute documents, to use his name and to do all things which may be necessary or desirable for the
Company to obtain for itself or its nominee the full benefit of the provisions of sub-clause 13.1(b) and 13.2(b) and a certificate in writing signed by any director or the Company
Secretary that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case so far as any third party is concerned. 



	13.4
	Conflict of interest



	(a)
	During
the Employment, the Executive shall not:



	(i)
	directly
or indirectly disclose to any person or use other than for any legitimate purposes of the Company any Confidential Information;



	(ii)
	without
the Board's prior written permission hold any Material Interest in any person which:



	(A)
	is
or shall be wholly or partly in competition with any of the Businesses;



	(B)
	impairs
or might reasonably be thought by the Company to impair the Executive's ability to act at all times in the best interests of the Company; or



	(C)
	requires
or might reasonably be thought by the Company to require the Executive to disclose or make use of any Confidential Information in order properly to discharge the Duties to or
to further the Executive's interest in that person;






	(iii)
	at
any time (whether during or outside normal working hours) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which
is in or is intended to enter into competition with any of the Businesses;



	(iv)
	at
any time make any untrue or misleading statement in relation to the Company or any Group Company;



	(v)
	carry
out any public or private work other than the Duties (whether for profit or otherwise and whether during or outside normal working hours) except with the prior written
permission of the Board; or



	(vi)
	directly
or indirectly receive or obtain in respect of any goods or services sold or purchased or other business transacted (whether or not by the Executive) by or on behalf of the
Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by any Company rules or guidelines from time to time and if the Executive or any
person in which the Executive holds any Material Interest 








12








 



shall
obtain any such discount, rebate, commission or inducement, the Executive shall immediately account to the Company for the amount so received. 




	(b)
	The
Executive shall, at any time during the Employment or following its termination, at the request of the Company or any Group Company return to the Company or, at the relevant Group
Company's request, shall destroy:



	(i)
	any
documents, drawings, designs, computer files or software, visual or audio tapes or other materials containing information (including, without limitation, Confidential Information)
relating to the Company or any Group Company's business created by, in the possession of or under the control of the Executive; and



	(ii)
	any
other property of the Company or any Group Company in his possession or under his control.






	(c)
	The
Executive shall not make or keep or permit any person to make or keep on his behalf any copies or extracts of the items referred to in sub-clause (b)
(i) in any medium or form.






	13.5
	If
in the performance of the Duties the Executive uses or (except pursuant to sub-clause 13.1(a) or 13.2(a)) discloses his own or any third party's confidential
information or intellectual property or any of his own made before or after the date of this Agreement, the Executive hereby grants to the Company (to the widest extent to which the Executive is or
may be capable of granting such rights) a perpetual, irrevocable, world-wide, royalty free, non exclusive right and licence (with the right to grant sub-licences) to use and
exploit all such confidential information and intellectual property rights in any manner without limitation.



	13.6
	The
parties acknowledge that, prior to the date hereof, Executive, through his wholly owned corporation, Digital Content Media Ltd., entered into a distribution agreement with
Midway Games, Inc. ("Midway") pursuant to which Executive shall assist Midway in distributing certain Midway wireless content throughout certain territories in Europe. The parties agree that
Executive may continue to provide services under the Midway Agreement in accordance with the terms thereof; provided that the provision of such services
shall not interfere with Executive's obligation hereunder, including without limitation, his obligation under Section 5; and provided further
that the Executive shall use commercially reasonable efforts to consummate a publishing or other similar agreement between Midway and the Company.



	14.
	Obligations after Employment



	14.1
	The
Executive shall not directly or indirectly for the period of 6 months after the Termination Date, less any period during which the Executive remains in employment on
garden leave pursuant to sub-clause 12.6, be engaged on his own account or in the capacity of employee, officer, consultant, adviser, partner, principal or agent in any business or
venture which:



	(a)
	is
or is about to be in competition with any of the Businesses with which the Executive has been concerned or involved to any material extent during the 12 months preceding the
Termination Date or in relation to which the Executive at the Termination Date possesses Confidential Information;



	(b)
	solicit
or seek to induce any Company employee to leave the employ of the Company; or



	(c)
	requires
or might reasonably be thought by the Company to require the Executive to disclose or make use of any Confidential Information in order properly to discharge the Executive's
duties to or to further the Executive's interest in that business or venture; 






provided that Section 14.1(a) shall not apply in the event the Agreement is terminated by the Company pursuant to Section 3.1 of this
Agreement. 



13







 
	14.2
	The
Executive shall not directly or indirectly, whether on the Executive's own behalf or on behalf of another person, at any time after the Termination Date:



	(a)
	induce
or seek to induce by any means involving the disclosure or use of Confidential Information of any Customer or Supplier to cease dealing with the Company or any Group Company or
to restrict or vary the terms upon which it deals with the relevant Group Company;



	(b)
	be
held out or represented by the Executive or any other person, as being in any way connected with or interested in the Company or any Group Company; or



	(c)
	disclose
to any person, or make use of any Confidential Information.






	14.3
	Undertakings



The
Executive has given the undertakings contained in clause 14 to the Company as trustee for itself and for the Company and each Group Company in the business of which the Executive shall be
involved or concerned to a material extent during the Employment. The Executive will at the request and cost of the Company enter into direct undertakings with the any such Group Company which
correspond to the undertakings in clause 14. 



	14.4
	Legal Advice





The
undertakings contained in clause 14 are entered into by the Company and the Executive after having been separately legally advised. 



	15.
	Disciplinary and Grievance Procedure



	15.1
	There
are no specific disciplinary rules or procedures applicable to the Executive. Any matters concerning the Executive's unsatisfactory conduct or performance will be addressed by
the CEO. An appeal against any disciplinary decision should be made by the Executive in writing to the Board, whose decision will be final.



	15.1
	If
the Executive has any grievance relating to his Employment (other than one relating to a disciplinary decision) he should refer such grievance to the CEO.



	16.
	Collective Agreements



There
are no collective agreements which affect the terms and conditions of the Executive's employment. 



	17.
	Deductions



The
Executive consents to the deduction from any salary or other sum due from the Company to the Executive including, but not limited to, any payment on termination of employment, of all withholdings
and other similar taxes required to be paid under applicable law and any sum owed by the Executive to the Company. 



	18.
	Entire Agreement





This
Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the employment or
engagement of the Executive by the Company. No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties. 



	19.
	Third Parties



Unless
expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. 



14







 
	20.
	Data Protection



The
Executive consents to the holding and processing by the Company or any other Group Company of personal data (including, where appropriate, sensitive personal data) relating to the Executive for
the purposes of personnel or pensions administration, employee management or compliance with any laws or regulations applicable to the Company or any Group Company or its or their business. 



	21.
	Releases and waivers.



	21.1
	The
Company may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement
by the Executive without in any way prejudicing or affecting its rights in respect of any part of that liability or any other liability or right not so released, compounded, compromised, waived or
postponed.



	21.2
	No
single or partial exercise, or failure or delay in exercising any right, power or remedy by the Company shall constitute a waiver by it of, or impair or preclude any further
exercise of, that or any right, power or remedy arising under this Agreement or otherwise.



	22.
	Notices



	22.1
	Any
notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be hand delivered, or
sent by prepaid first class post or facsimile, with a confirmatory copy sent by prepaid first class post to, in the case of the Executive, the Executive's last known residential address, in the case
of the Company, the Company Secretary at the Company's registered office, or in the case of the Parent, the General Counsel at the Parent's registered office.



	22.2
	A
notice shall be deemed to have been served:



	(a)
	at
the time of delivery if delivered personally to a party or to the specified address;



	(b)
	on
the second working day after posting by first class prepaid post; or



	(c)
	2 hours
after transmission if served by facsimile on a business day prior to 3pm or in any other case at 10 am on the business day after the date of despatch.






	23.
	Governing law and jurisdiction



	23.1
	This
Agreement shall be governed by and construed in accordance with English law.



	23.2
	Each
of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts. 


15







 

In witness this Deed has been executed as of the date appearing at the head of page 1. 



	
Executed as a Deed

by    Juan Montes	
 	

)
	

/s/ Juan Montes
 Juan Montes	
 	

 
	

in the presence of:	
 	

)
	
Signature of witness:    /s/ Janel England
	
Name:    Janel England, PHR	
 	

 
	
Address:    3415 S. Sepulveda Blvd., Suite 500, Los Angeles, CA 90034	
 	

 
	
Occupation:    HR Manager	
 	

 
	
Executed as a Deed	
 	

)
	(but not delivered until the date	 	)
	appearing at the head of page 1)	 	)
	by JAMDAT Mobile Inc.	 	)
	acting by:	 	)
	

/s/ Mitch Lasky
 Mitch Lasky, CEO	
 	

 
	

/s/ Craig Gatarz
 Craig Gatarz, COO	
 	

 
	

Two officers of the Parent	
 	

 
	
Executed as a Deed	
 	

)
	(but not delivered until the date	 	)
	appearing at the head of page 1)	 	)
	by JAMDAT Mobile (UK) Ltd.	 	)
	acting by:	 	)
	

/s/ Mitch Lasky
 Mitch Lasky	
 	

 
	

/s/ Craig Gatarz
 Craig Gatarz	
 	

 
	

Two directors of the Company	
 	

 




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